NATIONAL LOAN (CONVERSION) ACT, 1935

AN ACT TO MAKE PROVISION FOR THE CONVERSION OF HOLDINGS OF STOCK OF THE IRISH FREE STATE 5% NATIONAL LOAN, 1935-45, INTO STOCK OF A NEW SECURITY TO BE CREATED FOR THAT PURPOSE, AND TO PROVIDE FOR MATTERS INCIDENTAL TO SUCH CONVERSION. [7th November, 1935.]

BE IT ENACTED BY THE OIREACHTAS OF SAORSTÁT EIREANN AS FOLLOWS:—

1 Definitions.

1.—In this Act—

the expression “the Minister” means the Minister for Finance;

the expression “the loan” means the Irish Free State 5% National Loan, 1935-45;

the word “stockholder” means a person or a number of persons jointly holding any of the stock of the loan; the expression “the new loan” means such security charged on the Central Fund as the Minister shall create and issue for the purpose (whether alone or with other purposes) of the conversion under this Act of holdings of the stock of the loan.

2 Offer of conversion rights to stockholders.

2.—(1) The Minister may, if he so thinks fit, offer, not later than the 16th day of November, 1935, to every stockholder the right to convert on the 1st day of December, 1935, his holding, or any part of his holding, of the stock of the loan into stock of the new loan on specified terms.

• (2) The offer mentioned in the foregoing sub-section of this section, if made, shall be made—

• (a) by publication in the Iris Oifigiúil, not later than the 16th day of November, 1935, of notice of such offer with such particulars thereof as the Minister shall think proper, and

• (b) by publication of such notice in such further or other manner and at such time or times as the Minister shall think proper.

• (3) If the Minister shall have made, before the passing of this Act, an offer to stockholders of the right to convert, in whole or in part, their holding of the stock of the loan which would have been an offer in accordance with this Act and valid thereunder if this Act had then been in force, such offer shall be deemed for all purposes to have been made under this section and this Act shall apply in respect thereof, and every application for conversion or redemption in pursuance of such offer which shall have been made in accordance with such offer before the passing of this Act shall be deemed for all purposes to have been made under this Act.

3 Applications for conversion or redemption.

3.—(1) If such offer as is mentioned in the next preceding section of this Act is made by the Minister in accordance with that section, the following provisions shall have effect, that is to say:—

• (a) every stockholder who applies, not later than the 23rd day of November, 1935, for conversion of his holding or a specified part of his holding of the stock of the loan in accordance with such offer shall be entitled to have his holding or the said part of his holding (as the case may be) of that stock converted on the 1st day of December, 1935, into stock of the new loan of such amount and upon such terms as shall be applicable by virtue of such offer;

• (b) every stockholder who applies, not later than the 23rd day of November, 1935, to have his holding or a specified part of his holding of the stock of the loan redeemed in cash shall be entitled to have his said holding or the said part thereof (as the case may be) redeemed on the 1st day of December, 1935, by payment of a sum of money equal to the nominal amount of his said holding or the said part thereof together with the interest accrued on the said holding or the said part thereof to the said date;

• (c) where a stockholder does not make, on or before the 23rd day of November, 1935, any application under the foregoing paragraphs of this sub-section, such stockholder shall be deemed to have applied under paragraph (a) of this sub-section for conversion of the whole of his holding of the stock of the loan, and the said paragraph (a) shall apply accordingly;

• (d) where a stockholder makes, not later than the 23rd day of November, 1935, an application under either paragraph (a) or paragraph (b) of this sub-section or applications under each of those paragraphs, and such application or such applications (as the case may be) does or do not extend to the whole of his holding of the stock of the loan, such stockholder shall be deemed to have applied under the said paragraph (a) for conversion of that part of his said holding to which such application or applications does not or do not extend, and the said paragraph (a) shall apply to the said part of his said holding accordingly;

• (e) where an application under paragraph (b) of this sub-section is made after the 23rd day of November, 1935, and before the 1st day of January, 1936, and the Minister is satisfied that the failure to make such application on or before the said 23rd day of November was unavoidable owing to the absence from Saorstát Eireann of the person or one of the persons by whom such application is made, the Minister may, if he so thinks fit, direct that such application shall be received and that such steps as he may specify shall be taken to give effect to such application as if it had been made on the said 23rd day of November, and thereupon the Bank of Ireland and all other persons concerned shall carry out such direction and shall have in respect thereof such indemnity and discharge as if such direction were contained in this Act.

• (2) Every application under paragraph (a) or paragraph (b) of the foregoing sub-section of this section shall be irrevocable and shall bind the stockholder by whom it is made and his successors in title, save that where a stockholder makes an application under the said paragraph (b) and subsequently makes, not later than the 23rd day of November, 1935, an application under the said paragraph (a), such application under the said paragraph (a) shall (unless in any particular case the Minister otherwise directs) be deemed to revoke and be substituted for the said application under the said paragraph (b), whether either or both of those applications extends to the whole or to part only of the holding of such stockholder.

• (3) Every application under this section shall be made to such person and in such manner as shall be provided in the published terms of the offer mentioned in the next preceding section of this Act or be prescribed by regulations made under this Act.

4 Provisions for protection of trustees.

4.—(1) Trustees and other persons holding any stock of the loan in a fiduciary capacity and persons having the control or management of any stock of the loan are hereby authorised at their discretion to apply under this Act for the conversion of the whole or any part of such stock or to apply under this Act for the redemption of the whole or any part of such stock or to refrain from making any such application, and no such person shall be liable for any loss resulting from his making or refraining from making (as the case may be) any such application.

• (2) Where any stock of the loan is held by trustees or other persons in a fiduciary capacity, neither an application under this Act for the conversion or for the redemption of such stock or of any part thereof nor the refraining from making any such application shall be a variation of the investment of the trust funds within the meaning of any provision in the instrument creating or regulating the trust whereby the consent of any person to any such variation is required or such variation is otherwise restricted or controlled.

5 Preservation of existing powers of investment, etc.

5.—(1) A power or direction (whether created or given before or after the passing of this Act) to invest money in the loan shall be construed and have effect as including a power or direction (as the case may be) to invest in the new loan, and no such power or direction shall be terminated by reason only of the conversion and redemption of the loan.

• (2) A power of attorney authorising the attorney to transfer specified stock of the loan shall be construed and have effect as authorising the attorney to apply at his discretion under this Act for the conversion or for the redemption of the whole of such stock, and, where such conversion is so applied for or takes place without such application, to transfer in accordance with the said power the stock of the new loan into which the stock specified in the said power is so converted.

6 Protection of the Bank of Ireland.

6.—This Act and the regulations made thereunder shall be a full and sufficient indemnity and discharge to the Bank of Ireland and the officers thereof for all things done by the said Bank in pursuance of this Act or of any regulations made under this Act.

7 Regulations.

7.—(1) The Minister may make regulations for all or any of the following purposes, that is to say:—

• (a) prescribing the manner in which and the persons to whom applications under this Act for the conversion or for the redemption of stock of the loan are to be made and prescribing the evidence which may be accepted by those persons as to matters on which the validity of such applications may depend;

• (b) specifying the persons by whom any such application may be made where a stockholder has died, or is outside Saorstát Eireann, or is of unsound mind, or is an infant, or is otherwise under disability, or where a notice in lieu of distringas is in force with respect to the holding;

• (c) enabling any such application to be made by a majority of the stockholders where stock of the loan is held jointly by more than two persons, whether beneficially or in a fiduciary capacity;

• (d) prescribing the manner in which certificates and other documents relating to stock of the loan are to be dealt with and determining how far such certificates and other documents are to be valid after the 1st day of December, 1935;

• (e) enabling the books and the transfer by deed register of the loan kept by the Bank of Ireland to be closed for a period immediately preceding the 1st day of December, 1935.

• (2) Every regulation made by the Minister under this section shall be published in the Iris Oifigiúil as soon as conveniently may be after it is made.

8 Expenses.

8.—All expenses incurred by the Minister in carrying this Act into effect shall be charged on and paid out of the Central Fund or the growing produce thereof.

9 Short title.

9.—This Act may be cited as the National Loan (Conversion) Act, 1935.